UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 12 )*
DONEGAL GROUP INC.
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(Name of Issuer)
Class A Common Stock, $.01 par value per share
Class B Common Stock, $.01 par value per share
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(Title of Classes of Securities)
Class A Common Stock - 257701 20 1
Class B Common Stock - 257701 30 0
(CUSIP Numbers)
Ralph G. Spontak, Senior Vice President, Chief Financial Officer and Secretary
Donegal Mutual Insurance Company
1195 River Road, Marietta, Pennsylvania 17547
(717) 426-1931
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
February 14, 2003
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box: ?
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including exhibits. See Rule 13d-7(b) for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
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CUSIP Nos. 257701 20 1 and 257701 30 0
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Donegal Mutual Insurance Company
I.R.S. I.D. No. 23-1336198
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
N/A
(a) ______
(b) ______
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
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7 SOLE VOTING POWER
4,083,639 shares of Class A Common Stock and
1,852,088 shares of Class B Common Stock
NUMBER OF
SHARES
BENEFICIALLY -------- --------------------------------------------------
OWNED BY
EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH N/A
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9 SOLE VOTING POWER
4,083,639 shares of Class A Common Stock and
1,852,088 shares of Class B Common Stock
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10 SHARED DISPOSITIVE POWER
N/A
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11 SOLE VOTING POWER
4,083,639 shares of Class A Common Stock and 1,852,088 shares of
Class B Common Stock
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 66.0% of
Class A Common Stock and 62.0% of Class B Common Stock
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14 TYPE OF REPORTING PERSON (See Instructions)
IC HC
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Item 1. Security and Issuer.
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Item 1 is hereby restated to read in its entirety, as restated, as
follows:
The title of the classes of equity securities to which this Statement
relates are the Class A Common Stock, par value $.01 per share (the "Class A
Common Stock"), and the Class B Common Stock, par value $.01 per share (the
"Class B Common Stock"), of Donegal Group Inc. ("DGI"). The principal offices of
DGI are located at 1195 River Road, Marietta, Pennsylvania 17547.
Item 2. Identity and Background.
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Item 2 is hereby supplemented and restated to read in its entirety, as
supplemented and restated, as follows:
The principal place of business and principal office of Donegal Mutual
Insurance Company (the "Mutual Company"), a Pennsylvania mutual insurance
company, the entity filing this Schedule 13D, are located at 1195 River Road,
Marietta, Pennsylvania 17547. The names of the Mutual Company's executive
officers and directors are as follows: Donald H. Nikolaus, Ralph G. Spontak,
Cyril J. Greenya, Robert G. Shenk, William H. Shupert, Daniel J. Wagner,
Patricia A. Gilmartin, Philip H. Glatfelter, II, John E. Hiestand, R. Richard
Sherbahn and Frederick W. Dreher. Such persons can be contacted through the
Mutual Company at 1195 River Road, Marietta, Pennsylvania 17547.
Mr. Nikolaus has been President and Chief Executive Officer of the
Mutual Company since 1981 and a Director of the Mutual Company since 1972. Mr.
Nikolaus has been President of DGI since 1986. Mr. Nikolaus has also been a
partner in the law firm of Nikolaus & Hohenadel since 1972.
Mr. Spontak has served as Senior Vice President of the Mutual Company
and DGI since 1991, Chief Financial Officer of the Mutual Company and DGI since
1983, Secretary of the Mutual Company and DGI since 1988 and a Director of the
Mutual Company since September 1993.
Mr. Greenya has been Senior Vice President, Underwriting of the Mutual
Company since December 1997, was Vice President, Commercial Underwriting of the
Mutual Company from 1992 until December 1997 and served as Manager, Commercial
Underwriting of the Mutual Company from 1983 to 1992.
Mr. Shenk has been Senior Vice President, Claims of the Mutual Company
since December 1997, was Vice President, Claims of the Mutual Company from 1992
until December 1997 and served as Manager, Casualty Claims of the Mutual Company
from 1985 to 1992.
Mr. Shupert has been Senior Vice President, Underwriting of the Mutual
Company since 1991 and served as Vice President, Underwriting of the Mutual
Company for 18 years prior thereto. Mr. Shupert has been a Director of the
Mutual Company since December 1996.
Mr. Wagner has been a Vice President and Treasurer of the Mutual
Company since 1993 and served as Controller of the Mutual Company for five years
prior thereto.
Mrs. Gilmartin has been an employee since 1969 of Donegal Insurance
Agency, which is not affiliated with the Mutual Company or DGI, except that
Donegal Insurance Agency receives insurance commissions in the ordinary course
of business from DGI's subsidiaries in accordance with such subsidiaries'
standard commission schedules and agency contracts. Mrs. Gilmartin has been a
Director of the Mutual Company since 1979.
Mr. Glatfelter retired in 1989 as a Vice President of Meridian Bank, a
position he held for more than five years prior to his retirement. Mr.
Glatfelter has been a Director of the Mutual Company since 1981 and has served
as Vice Chairman of the Mutual Company from 1991 to 2001 and has been Chairman
of the Board of DGI and the Mutual Company since 2001.
Mr. Hiestand has served as President of Hiestand Memorials, Inc. since
1977 and has been a Director of the Mutual Company since 1983.
Mr. Sherbahn has owned and operated Sherbahn Associates, Inc., a life
insurance and financial planning firm, since 1974. Mr. Sherbahn has been a
Director of the Mutual Company since 1967.
Mr. Dreher has been a partner in the law firm of Duane Morris LLP since
1970 and a Director of the Mutual Company since December 1996.
In addition to the positions described above, the following individuals
also serve as directors of DGI: Donald H. Nikolaus, Patricia A. Gilmartin,
Philip H. Glatfelter, II and R. Richard Sherbahn. The other directors of DGI are
Robert S. Bolinger and John J. Lyons. All of these individuals have been
directors of DGI since DGI's formation in August 1986, except for Mr. Lyons, who
has been a director since 2001.
All of the executive officers and directors of the Mutual Company are
citizens of the United States of America. Neither the Mutual Company nor any of
its executive officers or directors has, during the last five years, been
convicted in a criminal proceeding (other than traffic violations and similar
misdemeanors). Neither the Mutual Company nor any of its executive officers or
directors has, during the last five years, been subject to any judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws as a result of any civil proceeding of a judicial or
administrative body of competent jurisdiction.
Item 3. Source and Amount of Funds or Other Consideration.
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Item 3 is hereby supplemented to read in its entirety, as supplemented,
as follows:
Pursuant to the Donegal Group Inc. Dividend Reinvestment and Stock
Purchase Plan (the "Dividend Reinvestment Plan"), the Mutual Company purchased
shares of Class A Common Stock at the per share and aggregate cost as set forth
in the following table:
Number of Shares of
Date of Purchase Class A Common Stock Price Per Share (1) Total Cost
---------------- -------------------- ------------------- ----------
August 15, 2001 39,185 $13.81 $541,100.65
November 15, 2001 49,778 10.95 545,019.12
February 15, 2002 56,602 9.72 549,996.91
May 15, 2002 34,473 10.48 361,172.57
August 15, 2002 55,297 10.11 559,104.36
November 15, 2002 52,451 10.77 564,634.02
February 18, 2003 51,727 11.02 569,879.11
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(1) Represents the average of the closing prices per share of Class A
Common Stock on the Nasdaq National Market for the five trading days
preceding the date of purchase, as determined in accordance with the
terms of the Dividend Reinvestment Plan.
Item 5. Interest in Securities of the Issuer.
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Item 5 is hereby supplemented and restated to read in its entirety, as
supplemented and restated, as follows:
(a) As of February 21, 2003, the following persons and entity
beneficially owned the number of shares of Class A Common Stock and Class B
Common Stock set forth opposite their respective names:
Class A Percent of Class B Percent of
Shares Outstanding Shares Outstanding
Name of Individual Beneficially Class A Beneficially Class B
or Identity of Group Owned(1) Shares(2) Owned(1) Shares(2)
-------------------- --------------- --------------- --------------- -----------
Donegal Mutual Insurance Company 4,083,639 66.0% 1,852,088 62.0%
1195 River Road
Marietta, Pennsylvania 17547
Directors of DGI:
Donald H. Nikolaus.......................... 364,677(3) 5.7% 142,478(3) 4.6%
Robert S. Bolinger.......................... 1,982 -- 816 --
Patricia A. Gilmartin....................... 2,358 -- 1,004 --
Philip H. Glatfelter, II.................... 4,055 -- 1,843 --
John J. Lyons............................... 8,508(4) -- 500 --
R. Richard Sherbahn......................... 1,115 -- 381 --
Executive Officers of the Mutual
Company and DGI (5):
Ralph G. Spontak............................ 110,308(6) 1.8 37,982(6) 1.3%
Robert G. Shenk............................. 59,135(7) -- 20,318(7) --
William H. Shupert.......................... 30,359(8) -- 12,424(8) --
Cyril J. Greenya............................ 35,900(9) -- 12,906(9) --
Daniel J. Wagner............................ 22,577(10) -- 11,204(10) --
Directors of the Mutual
Company (11):
Frederick W. Dreher......................... 19,426(12) -- 8,817(12) --
John E. Hiestand............................ 2,071 -- 488 --
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(1) Information furnished by each individual named. This table includes
shares that are owned jointly, in whole or in part, with the person's
spouse, or individually by his spouse.
(2) Less than 1% unless otherwise indicated.
(3) Includes 222,223 shares of Class A Common Stock and 77,777 shares of
Class B Common Stock that Mr. Nikolaus has the option to purchase under
stock options granted by DGI that are currently exercisable or that
become exercisable within 60 days after the date of this Schedule 13D.
(4) Includes 3,333 shares of Class A Common Stock that Mr. Lyons has the
option to purchase under stock options granted by DGI that are
currently exercisable or that become exercisable within 60 days after
the date of this Schedule 13D.
(5) Excludes Executive Officers listed under "Directors of DGI."
(6) Includes 93,334 shares of Class A Common Stock and 33,333 shares of
Class B Common Stock that Mr. Spontak has the option to purchase under
stock options granted by DGI that are currently exercisable or that
become exercisable within 60 days after the date of this Schedule 13D.
(7) Includes 51,112 shares of Class A Common Stock and 17,222 shares of
Class B Common Stock that Mr. Shenk has the option to purchase under
stock options granted by DGI that are currently exercisable or that
become exercisable within 60 days after the date of this Schedule 13D.
(8) Includes 25,334 shares of Class A Common Stock and 9,999 shares of
Class B Common Stock that Mr. Shupert has the option to purchase under
stock options granted by DGI that are currently exercisable or that
become exercisable within 60 days after the date of this Schedule 13D.
(9) Includes 34,889 shares of Class A Common Stock and 12,444 shares of
Class B Common Stock that Mr. Greenya has the option to purchase under
stock options granted by DGI that are currently exercisable or that
become exercisable within 60 days after the date of this Schedule 13D.
(10) Includes 22,223 shares of Class A Common Stock and 7,777 shares of
Class B Common Stock that Mr. Greenya has the option to purchase under
stock options granted by DGI that are currently exercisable or that
become exercisable within 60 days after the date of this Schedule 13D.
(11) Excludes Directors listed under "Directors of DGI" and "Executive
Officers of the Mutual Company and DGI."
(12) Includes 5,926 shares of Class A Common Stock and 2,963 shares of Class
B Common Stock that Mr. Dreher has the option to purchase under stock
options granted by DGI that are currently exercisable or that become
exercisable within 60 days after the date of this Schedule 13D.
(b) Each of the persons together with his or her spouse, as applicable,
and the entity described in Item 5(a) have sole voting power and sole
dispositive power over all of the shares described in Item 5(a).
(c) Reference is made to Item 3 hereof.
To the knowledge of the Mutual Company, none of the persons named in
Item 5(a) has purchased or disposed of any shares of capital stock of DGI during
the 60 days preceding April 9, 2003, except (i) purchases by the Mutual Company
pursuant to the Dividend Reinvestment Plan as set forth in Item 3 and (ii) the
purchase of 411 shares of Class A Common Stock by Donald H. Nikolaus at a
purchase price of $11.02 per share on February 18, 2003 pursuant to the Dividend
Reinvestment Plan.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
DONEGAL MUTUAL INSURANCE COMPANY
Dated: April 9, 2003 By: /s/ Ralph G. Spontak
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Ralph G. Spontak, Senior Vice President,
Chief Financial Officer and Secretary